Counting Stars
by ravencherries
Summary: Sakura, Sasuke and Itachi are best friends. When Itachi has to do his duty and eradicate the Uchiha clan, he doesn't know Sakura would be pulled into the horrid depths of it.
1. Memories

"I'll be going Kaa-chan!" A pink-haired little girl yelled as she ran out of her small home.

"Be careful Sakura! Be back before dark." Her mother replied from the kitchen. Sakura was a civilian girl who lived with her mother, Mebuki Haruno. Mebuki's husband died fighting the Kyuubi for Konoha and it was the worst point in her life. She was left alone with her fragile daughter. But Sakura was a one-of-a-kind girl.

This little girl was 7 years-old but she was very intelligent for her young age. Almost unusually intelligent. Her first years at the ninja academy were very crucial and she took them seriously. She claims she has read every book in that building and that's where she knows most of her knowledge, and Sakura was very proud of it.

The young girl ran down Konoha's dirt pavement and ran into a couple of citizens. Being the polite girl she is, Sakura would yell sorry and keep running. She was on her way to the park where her best friends are. Or so she hopes.

Itachi and Sasuke Uchiha were her best friends. They met when Sakura was getting bullied at the said park. The reason of her bullying was because of her large forehead. These two boys ,higher in age, were ganging up on her; telling her she was ugly and no boy would ever call her pretty or love her. These words made Sakura cry and fight back with a weak voice.

Hearing her pleads the two Uchihas checked it out and protected her. Itachi was already a shinobi and he had the fore-head protector to prove it. The metal symbol scared the bullies away and Itachi helped the little girl calm down. Sasuke aswell talked to her and told her that "his nii-san will protect them both because he is an awesome ninja."

After that incident, Sakura has been seeing Sasuke at the park and occasionally Itachi. Its been at least a year since then and she hasn't seen the two brothers for 6 months and she's been quite worried since.

In the past 6 months Sakura has met a girl her age. Her name was Ino Yamanaka. She was a pale-blonde haired girl with blue eyes. Ino also helped her from bullies and she helped her with adapting to her forehead. She gave her a red ribbon to tie her short pink hair back and she parted her bangs to show off her face.

At first Sakura didn't agree with her new hairstyle, but now she has grown to love it. She treasures the ribbon and always wears it now. Ino soon became a dear friend and even her best friend. But Sakura doesn't admit it. She still believes Sasuke and Itachi are her _bestest_ friends.

The young girl finally made it to her park. She was hoping that they would be there, but since they havent, she was prepared to be disappointed once again.

Walking into the gated area, she trotted to the swings. No one was there today. It was a little odd, but sometimes that happens. But Sakura doesn't like playing by herself at all. It gives her that lonely feeling she despises.

As she sat on the vacant swing, she heard someone on the playground. Probably just another kid like her. She didn't bother acknowledging them and she kept on staring at the cloudy sky.

Soon enough, the person on the playground shifted towards her and she could hear their feet scratching on the sand. Her eyes averted to the sound and the emerald orbs on her small face widened with shock.

"Hey Sakura." The boy spoke as he smiled at her. His raven hair was swaying due to the strong breeze coming through. Sakura let her state of shock wash away and she squealed in glee. Jumping up and practically glomping the poor boy, Sakura was grinning like she just got a huge bag of candy and treats. But this was even better.

"Sasuke! Sasuke, Your back! Where were you Sasuke?!" Sakura was about to tear up. She was so happy that he was back. Shes never been _this_ happy before and she liked it.

Sasuke hugged her back and soon blushed from her intense hug. He pushed her off and crossed his arms. With a blush still lingering on his face, he knitted his eye brows together and made a pouting face. Something he was known for throughout the village.

"S-Sakura. It's just been 6 months. Calm down."

Sakura propped her small hands on her waist. "What do you mean its been just 6 months? Thats so long!" The two looked at each other with disproved faces. Sakura broke the stare-off by smiling.

"So where have you been Sasuke?"

"I went to the sand village for a while. I'm not exactly sure why though..." He drifted off in thought. Why did he go? All he remembered was Itachi telling him he was to go get ready and that they were leaving to the sand village for a while. His nii-san told him it wasnt a big deal, they were just getting away for a couple of months. Unfortunately, A couple of months turned into half a year.

"Well you could've told me or something Sasuke." She sat back down on the swing and waited for him to join her on the swing next to her. She motioned for him to sit down by stretching her arm out towards the vacant swing next to her. Sasuke complied and sat down with his hands gripping on the two chains holding him up.

"So what have you been doing the past 6 months?" The Uchiha boy asked with curiosity.

"Nothing really. I met a girl named Ino though! You should meet her. Shes really, really nice."

"Maybe I will."

Sakura looked at Sasuke and realized he looked almost the same from when she saw him months ago. His spiked-hair has gotten a little longer. Sakura was ecstatic to just have her best friend back.

"Hey Sasuke. Wheres Itachi-nii?"

Sasuke glared at the ground when she called him "-nii." He was protective over his big brother. When Sakura first called him that, Sasuke got protective and kept reminding her and Itachi that he was his nii-san and only his. But as they grew together, Sasuke let her call Itachi that. Even if it did bother him.

"He's at home-"

"Can we see him?" Sakura interrupted him as she jumped up from the swing. "Please!" Sasuke froze in shock from her high-pitched voice cutting him off. He finally stood up from the wooden swing and started walking away.

"Come on let's go." The young Uchiha said as he walked out of the park. Sakura grinned in excitement and followed him.

* * *

"Hello Sakura-chan!" The Uchiha women said as she embraced said girl in her arms. Mikoto Uchiha was glad to see Sasuke's old friend again. And so soon too. They have just gotten back hours ago and they were already reacquainted just like that.

"How have you been?" Sakura hugged her back and smiled into her shoulder.

"I'm good Mikoto-chan." They let go of each other and the raven-haired women kept her smile on.

"Do you two want some dangos?" Before she could've said anything else, the two simultaneously nodded and said 'yes.' With a nod of acknowledgment, Mikoto walked off into the kitchen and left the two kids on their own.

"Okay Sasuke, Wheres Itachi-nii?" Sakura said to Sasuke ,who was taking off his sandals. Sakura did the same and waited for her dear friend to answer her. The two walked into the house now bare-footed and Sasuke turned to her as they made it into his living area.

"Nii-san must be in his room. Lets go check." The two kids ran off out to one of the many halls.

Sakura was always so confused being in the Uchiha household. It was extremely confusing for a little girl like herself since there an outside walkway and inside halls. Outside had gardens and doors to some rooms. There was so many rooms and walkways leading to said areas. It was like a castle in Sakura's point of view. It was completely different from her tiny home. Compared to the Uchiha's home, hers was like a hut to a castle.

As they were walking to Itachi's room Sakura poked Sasuke on the back gently. "Sasuke, How do you not get lost in here?"

Sasuke smirked. "Its my house Sakura. I've lived here since I was a baby! How could I get lost?" Sakura bowed her head in defeat.

"True..." Before they could continue their conversation they made it to the front of a door. Sakura eyed the door for a moment. She has never been in Itachi's room before. Shes never seen inside of it either. In fact, she's only been to the Uchiha's household twice, not counting this visit though.

"Is this his room?" Sasuke nodded in response and knocked on the door.

"Nii-san! Sakura is here." They waited outside of the door and looked at each other when they thought he wasnt there at all. But suddenly their heads snapped to the door when it opened. Sakura's sea-foam eyes sparkled when they met his coal ones.

"Itachi-nii!"

Sakura lunged towards the teen Uchiha with open arms. Her arms wrapped onto his waist since he was much taller than her. Itachi froze from the surprise contact. He wasnt always use to human contact, but he lived with it. In response to her hug, Itachi rested his hands on her back.

"Hi Sakura." She finally let go and grinned at him.

"How come you weren't at the park Itachi-nii?" Itachi smirked due to her saying 'Itachi-nii.' He looked over at his younger brother and saw him frowning with his eyebrows knitted together slightly. With a small chuckle, Itachi answered the pink-headed girl-

"I was busy..." He said with sadness lacing in. Sakura noted that, but didn't say anything. '_He must be in a bad mood_.' She thought.

"I apologize for not going. We can go tomorrow if you like." Itachi said to lighten up the mood. The two kid's eyes brightened up when he said that. Itachi really did like these two. They were_ interesting_.

Sasuke nodded. "Can we really? Or are you just saying that nii-san?" The boy said with a raised eyebrow. Itachi smiled and patted his head.

"I promise we will go Sasuke." Said boy let out a smile and nodded. Emerald and onyx met when Sasuke and Sakura looked at each other in a silent agreement. Sakura was grinning and it seemed like it wasnt gonna fade away soon. She grabbed Itachi's hand and pulled him out of his room.

With his eyebrow raised in question, Sakura looked up at him with the same grin she had on since she laid eyes on him.

"Your mom is making us dangos Itachi-nii! Lets go get some." Sasuke grabbed his other hand, and the two pulled their favorite ninja towards the kitchen ,which was awaiting Mikoto.

Mikoto saw the trio walk in and she giggled when she saw her eldest son being pulled by two children.

"Heres the dangos." She said as she walked over to them with a tray of multiple dangos. They all sat at the small table in the kitchen awaiting for the treats to be laid out. Once they were, the two kids eyed them with complete hunger and joy.

"Yay! Thank you Mikoto-chan!"

"Yeah, thanks Kaa-chan!" Sasuke said as he grabbed one of the treats from the tray. Itachi couldn't help but take one as well. Dangos were one of his favorite foods. He loved sweets. His mother diagnosed him with a severe sweet-tooth and since then she has always teased him about it.

"Itachi. Are you sure you don't want a couple more?" Mikoto asked with a smile of amusement. Itachi sighed and nodded.

"Yes. Thank you mother." He grabbed one more and smiled at said women. The seven-year olds were already taking bites out of theirs. Itachi took a bite out of his and was soon content with the sweetness exploding in his mouth.

"Its amazing Mikoto-chan!" Sakura said after she swallowed and put her stick back on the tray.

"I'm glad you guys like it. Would you like some tea guys?" She said as she glanced at everyone in the room.

"No. Were gonna go play outside. Right nii-san?" Sasuke said as he grabbed Itachi's wrist gently. The teen Uchiha nodded in agreement. He couldn't say no to them like that.

Sakura placed her stick on the tray and grabbed Itachi's free wrist. The trio both stood up and the two kids didnt let go of his wrists the whole time.

"Yeah! Were gonna play in the forest!...Right Sasuke?" She said as glanced over at said Uchiha. With his chin held high, he nodded. He felt like a leader since he was pulling the two people with him.

"Yupe. Lets get going before it gets dark. Bye Kaa-chan." He said while going towards the door-way of the kitchen with Itachi and Sakura.

"I'll see you later Mikoto-chan!" Sakura said with excitement flooding her tone. She was very excited to play with the two people she's been wanting to see for such a long time.

Mikoto waved and looked over to her eldest son with a big smile. He nodded at her with an almost invisible smirk on his pale face.

"Bye mother." Itachi said as he disappeared from her sight and got pulled away by two children.

* * *

"So you throw kunai like this?" Sakura asked as she looked at the metal object in her hand. Her fingers enclosed on the taped handle tightly. She was training with Sasuke and Itachi. Itachi was teaching them to throw kunais. On the way to the forest he promised them that he would teach them something ninja-related. Sasuke asked about kunais and Sakura immediately agreed with him. Not one to disappoint, Itachi agreed to teach them.

"Yeah, just like this-" Sasuke said as he threw a kunai at the tree. Unfortunately, he didn't hit the middle of the target. Just the side of the red shape. He frowned in disappointment. "Well that's how you throw it though. Try to hit the target though."

Sakura nodded and gripped onto her own kunai. Stretching her arm next to her face and shooting her arm out, she threw it. Her lips formed a deep frown when it didn't even hit the target but the top of the stump of wood. She looked down at the ground in disappointment. She wanted to prove to Sasuke and Itachi that on her first try she would be able to hit the middle of the target, but she wasnt even close.

Itachi was leaning against a tree watching the two kids. Sakura looked depressed from missing the target since her shoulders were slumped and she was looking at the ground. He was about to walk over and console her that it was alright. But Sasuke beat him to it and he gently patted her back. With his trained ears, Itachi heard Sasuke tell his pink-haired friend-

"Its okay Sakura. Its your first try. We can come here with nii-san and train everyday! Then you'll be amazing at throwing kunais."

Itachi smiled from his brothers kind words. He was slightly surprised to hear his brother say that too. Sasuke was one to beat on people's skills and compare it with his own. Well if his own surpassed his opponents. Itachi was suspecting Sasuke to say something like "_That was really bad._" ,or even "_I did way better than you and I didn't even hit the target_." Maybe Sasuke had feelings for Sakura.

"Thanks Sasuke." Sakura said and her small voice cut Itachi's thoughts off. He started walking towards them and he knelt down to face them.

"Hey you guys. We should probably be getting back home. The sun is gonna set soon." Sakura and Sasuke exchanged glances and looked back at Itachi.

"Okay..." Sasuke muttered as he went towards the stump to retrieve his and Sakura's kunais. As he was walking towards the abused stump he asked Itachi, "But nii-san. Can we come here tomorrow?" Itachi felt a ping of sadness fill him.

Itachi was on a mission. A secret mission and he was receiving more information on the mission tonight and he was probably gonna be busy tomorrow as well. Suddenly he realized he promised Sakura he would take her and Sasuke out tomorrow. He mentally sighed. He forgot about the promise.

Maybe he could make time... That's what he was thinking about. Seeing if there was enough time to carry out her promise and do his duty on the same day. Hopefully it could work...

"Can we nii-san?" Sasuke said as he walked over to them. He was silently pleading.

"You promised Itachi-nii." Sakura added as she stood next to the young Uchiha. "Please."

Itachi sighed and nodded. "Lets hope I can." Sasuke groaned loudly in disapproval. Sakura joined him and huffed in disappointment while crossing her arms.

"Nii-san! Please."

Itachi smirked in amusement and motioned for him to walk over. "Come Sasuke."

Sasuke immediately complied and ran towards him. Unfortunately for Sasuke, he ran straight into Itachi's two fingers. His hand shot up to his forehead from the tap. Rubbing his abused forehead, he looked up with a scowl.

"Hey!"

"Forgive me Sasuke...Next time okay?" Sakura giggled from what was going on. Back then Itachi would always do that to his little brother and the way Sasuke reacted made Sakura burst into giggles.

"We better go sometime though Itachi-nii." Sakura said as she looked up at him.

Itachi looked down at her emerald eyes and nodded. With a smile, he patted her pink-head gently.

"I promise we will Sakura."

* * *

"Sakura!" Sasuke said as walked over to his friend. They were at the academy and it was getting pretty late.

"Yeah, Sasuke?" She was getting ready to leave but Sasuke stopped her. She really had to get home or else her mom would scold her into the next day. She stayed late to pick up some books in the library. "What is it Sasuke? I've gotta go."

"Did your mom not tell you?"

"Tell me what?"

"Your mom is working late tonight and she asked my mom if you could sleep at our house tonight. Cool, huh?"

Sakura smiled and nodded. She gripped onto her bags handle and headed towards the door.

"Well then...Lets go!" Before she could walk out Sasuke grabbed her shoulder and stopped her. She turned to him with confusion.

"What is it?"

Sasuke smirked suspiciously and Sakura raised an eyebrow at him.

"Lets train!" Sakura's eye lit up from hearing the idea. She did need to train and since she wasnt restricted to leave now, she thought why not.

In response, the pink-headed-ninja-in-training nodded. They both left the classroom and started walking towards the direction of the academy training grounds.

The two were walking comfortably silent in the academy hallways and as they were Sakura asked-

"Hey, How come my mother didn't tell me about me sleeping at your house Sasuke?"

"I was told about it just minutes ago. I guess your mom told mine recently about her working late and my mom told the teachers here. In fact, a teacher did tell me about this. Makes sense huh?"

Sakura nodded in agreement. "Well, this'll be fun!"

She was excited to sleep at the Uchiha's household. Especially since it was with her best friends. Itachi and Sasuke. She loved staying there.

* * *

Her kunai hit the target's right side and she sighed in approval. Ever since three days ago training with Sasuke and Itachi when they had just gotten back, she has improved with her kunai training. And she was proud of it.

Sasuke threw his last remaining kunai and he shrieked in happiness. He hit the target perfectly. It was a bit off and not precise, but he still hit the middle of the spiral.

"Yes! Did you see that Sakura?"

Sakura grinned at him and nodded. "Yeah! That was awesome Sasuke!" She slapped his back gently and jumped up down. "Teach me how to do that!"

Sasuke crossed his arms and smirked. "Sure Sakura, but it's really dark now, we should get going." Sakura nodded and ran to the wooden stump to retrieve their kunais. Once she did, she placed them in her bag and ran towards Sasuke.

"'Kay Sasuke, Lets go!"

They both walked through the academy and had small talks. The conversation consisted on whats gonna happen tomorrow and how to convince Itachi to train them both. Also they talked about training of course. It was something they also talked about.

Once they made it out of the building, they both noted it was already dark.

"Shoot! We really need to get home Sasuke." Said boy nodded in agreement.

"Lets run! My mom might get mad." They both started sprinting towards the direction of Sasuke's house. As they were walking, Sakura started panting from running so long. They were almost there though. If only they know what was gonna happen when they got there.

* * *

"I see...So you joined their side..." Fugaku Uchiha said as his eldest son stood behind him. The moonlight washed upon them from the window. The light made everything shaded halfway in black and the rest in a pale hue. Itachi stood behind his parents with his blood-stained sword. Stained from his own clan.

"I...Father, Mother..."

"We know...Itachi." Mikoto said in a hushed tone. She was awaiting her fate, just like her husband was next to her. In their kneeling position, Fugaku lowered his head and told his son-

"You will take care of Sasuke." Upon hearing that, Itachi had the stinging behind his sharingan blazed eyes. The stinging he has felt for days. This time he couldn't control the feeling to hold it back. This was too much.

The mission Itachi received was to spy on Konoha, but it was turned onto his own, the Uchiha. He spied on his colleagues and told the Hokage and council everything. Now he was told to do something he had to do in order to protect his beloved village. Something that'll make him hate and despised throughout the village and country. Something that'll scar his little brother.

Itachi Uchiha was told to eradicate the Uchiha Clan himself.

It was all because his own clan was planning on overthrowing the Konoha Village. Itachi, as an ANBU, was tasked with spying on the village. Knowing that a coup d'état would only bring the beginning of another ninja-world war, Itachi started spying on the Uchiha instead, later he was passing on information of the Uchiha to the Third Hokage and council. Itachi did this because he despised war and violence. He was a pacifist.

Itachi had to go through the most harshest experience in the past days. He had to act differently. He started not attending clan meetings, speaking out during meetings and going against his clan. Itachi became the prime suspect of a murder as well. The murder of Shisui Uchiha. His cousin and best friend.

Shisui knew about the clan's idea of overthrowing the village and he acted out. Danzou and him fought and that led to Danzou, who is part of the council, to steal one of his eyes. Shisui knew it was his time to go and he wanted to leave this cruel world by protecting his village. He gave his remaining eye to Itachi. To protect Konoha and everyone in it.

His death was announced as a suicide but the Uchiha Police Corps. believed it was a murder though.

Itachi felt the hot tear streak down his face. As it fell, he responded to his father.

"...I know." The sword he held shoke. He was trying to bring himself to finish his mission. Finish it by killing his parents. Fugaku took note in that and spoke to him one last time.

"...Dont hesitate. It's the path you chose...Our pain will only last an instant, unlike yours..." Itachi felt overwhelmed and soon enough his head lowered and he shoke with the amount of sorrow and sadness filling him. It was like a dam had broken. Tears bursted from his eyes and they were streaking his face as they fell down to the wooden floor.

"The way we think is different...But Im still proud of you..." Fugaku closed his eyes. Ready to go. The tears were still falling and they hit his hands on the way to the cold, hard floor. Itachi raised his sword to his parent's backs. Ready to complete this forsaken mission. He was gonna end this.

"...You really are gentle."

* * *

"Sasuke, are you sure your parents wont get mad at us...?"

"Im sure Sakura. We will just tell them we were training really hard."

The two finally made their way to the Uchiha section of the village. Sasuke was tired from running so much and so was Sakura. They both stopped when they close to the gate of the Uchiha.

Sasuke suddenly got a horrible feeling in his chest. He looked at Sakura, who was looking around with worry in her eyes and muttered to her-

"...What is this feeling now?" Sakura looked at him in agreement.

"I dont-" Sakura and Sasuke both looked around with wide eyes and their lips were parted open from surprise.

"W-Wh-What is... this...?" Sasuke muttered looking around. His family members were sprawled around with crimson liquid surrounding them. Kunais were either on stuck in the fences or in people's bodies. The crimson blood was also one the fences. Smeared everywhere.

"S-Sasuke, whats g-going on..?" Sakura said quietly behind the shocked boy. He grabbed her hand and ran. Ran to his own home. Sakura didn't ask where he was taking her. She knew.

They both made it the front of the familiar Uchiha household and once they made it inside, they took their sandals off in a face pace. Sasuke didn't let go of her hand even when they were taking off their feet garments.

They both ran to the double-door of Sasuke's reading room. As he made it the front of it with Sakura in hand, he yelled-

"Father, Mother!"

"Sasuke...Dont come in...!" Upon hearing Mikoto's plead, the two children gasped in shock. Sakura squeezed Sasuke's hand and felt her eyes stinging.

"M-Mikoto-chan...!" Sasuke felt his brow covered in his own sweat and a bead fell when he pushed the door open slowly with his free, shaking hand. He held his breath and looked inside.

His hand squeezed Sakura's hard. She winced but didn't cry out, her breath was caught in her throat. She was so scared right now.

Sasuke's eye bugged out of his head when he saw his beloved on the floor with blood everywhere. It was on the floor, splattered onto the pale wall and on his parents.

"Father! Mother!" Sasuke yelled out and he didn't even notice the man standing behind them. Due to the pale light of the moon, he recognized the face immediately. It was his nii-san.

"Brother!..Brother! Brother...! Father and mother are...! Why?! Who the hell...Why?!" Sasuke was cut off from his speech when a shuriken was thrown at his left shoulder. In an instant it cut his shirt and skin. Crying out in pain, he let go of Sakura's hand and grabbed his wound to try stopping the stinging pain.

"...Sasuke?" Sakura muttered. She was unable to see anything due to Sasuke standing in front of her. She was even more scared now since he let go of her hand. She heard everything he said though. Questions were clouding her mind and making her dizzy. '_What happened to Mikoto-chan and Fugaku-san? Whys Itachi-nii in there? **Whats going on?**_'

Suddenly she heard him. But it wasnt his calm tenor or his welcoming tone...It didnt even sound like him. It was an ice cold and threatening type of voice. But what scared her most was that it was her Itachi-nii saying it.

"...Foolish little brother."

Sakura shrieked in shock and fear when Sasuke screamed a blood-curdling scream. It sounded like he was being tortued. His hands were grabbing onto his hair as his head lolled back. The scream almost deafened Sakura.

"No! Please, Stop! Nii-san, stop!" He screamed just as loud and he fell to the ground on his knees.

"Sasuke!" She knelt down onto the floor and was laying her hands on his back. "...Sasuke?!...Sasuke?" She shook him and her tears were falling out hard now. Sasuke was panting and breathing so hard that his back rose with every intake.

She looked up and screamed when she saw Fugaku and Mikoto on the floor. Dead. She felt as if her eyes were gonna pop out her head. Her hands made it to her hair and she gripped onto for dear life as she cried out in fear.

"..M-Mikoto-chan, Fugaku-san?! ...Itachi-nii?! W-Whats going on...?!" Said teen's eyes were narrowed and looking at Sasuke. Suddenly Sasuke spoke with his head risen a bit.

"...Why...did you..?" Sakura couldn't say anything since her throat seemed tightened up and she was biting onto her lip from sobbing. Itachi looked longly at the two.

"To measure my capacity."

"...To test your...capacity?" Sakura looked down at Sasuke and was completely confused. "Thats...why you...did that? You killed...everyone?" Finally it dawned on her.

"Itachi-nii...? You killed everyone...?"

Itachi closed his eyes until they were half-lidded and he watched the two for a moment with hidden sadness. He couldn't let anyone know that he did this for Konoha. If he did...Who knows what would happen if the word spread. Itachi had to sacrifice his reputation, himself and everything for Konoha.

"It was essential..."

"...Itachi-nii?" Sakura muttered with complete fear in her voice. This couldn't be the Itachi she knew. She couldn't believe it. She was about to get up and try to fight back against her best friend but the boy below shifted. His hands sprawled out infront of him.

"What..." Sakura watched with tears clouding hers eyes once more. "Thats...' Sasuke jumped up and lunged toward his one-beloved brother. The love he had for him was gone and she tell. Now it was replaced with hate and rage.

"...Complete Crap!"

His fists were clenched and ready to throw at him. Once he was he was close, Itachi looked at him. He was hiding the surprise and sadness. His was dejected that his own brother was attacking him with such rage...But who could blame him.

Sakura gasped when Sasuke got punched in the stomach hard. He froze on the spot. With a dull thud he fell to the floor, right in front of his gone parents.

Sasuke looked at the face of his parents. His throat tightened and he felt the tears coming. A single, hot tear ran down his face when he thought about the last time he talked to them both.

He talked to his father about the sharingan and his mother was close to them, also participating in the conversation. Sasuke asked about it since he saw his older brother have a different form. Sasuke realized that his older brother had just used that sharingan on him and the fact that Itachi was lingering right above him made him scared. He wanted to run far away from him and never look back.

Without a word or a glance at Itachi, Sasuke towards the door. He grabbed Sakura's wrist without a glance and lunged out of the room. Sakura didn't question him, but she feared that he would lose it any second. The fear was clearly written over his face and it was all because of Itachi.

The two ran until they were almost at the gate of the Uchiha section. Sasuke felt relief flood his body, but once again fear came back in when Itachi jumped right in front of them with a stotic look in his eyes. The two stopped and Sasuke didn't let go of her wrist, but he just tightened his hold.

Sakura didn't care about the extra pressure put on her fragile wrist. She was too busy marveling at the Uchiha in front of them with great fear. Her free hand went to her chest. Her heart was beating so fast that she thought it was gonna pop. Sakura didn't even realize tears were running down her face. She didn't notice until Sasuke spoke.

"Your...Your not my brother...because.."

"The brother you wanted to spend with has done this...To ascertain your 'capacity'." He stared at Sasuke for a moment before continuing. "I continued acting as your elder brother you desired, and I became your champion. You found me disagreeable and hated me. You continued to wanting to surpass me. Because of that...I will let you live...For my sake."

Sasuke's eyes widened in atonement. He clenched onto Sakura's wrist protectively. He was for sure he was gonna kill Sakura since he said that. And he wouldn't let that happen. She was all he had left. And he wouldn't admit it but he loved her.

The two children looked at Itachi in shock and alarm. Sakura couldn't stop her tears from drenching her face and she couldn't believe this was her Itachi-nii. What happened to him? Itachi was about to continue his final speech to Sasuke but Sakura muttered to him clearly-

"I-Itachi-nii...Why?"

Itachi for the first time that night averted his eyes to his young, pink haired friend. The distraught on her face was clearly apparent and it made his chest twist in something he couldn't explain. He looked at her for a long moment.

Itachi had no idea she was gonna be here. If he had known, he wouldn't have involved her in this. Now she was just an innocent witness watching them. Now she was just like Sasuke, a child scarred from just this night. He wouldn't and couldn't kill her.

Itachi turned his stare back to Sasuke and glowered at him.

"Sasuke. Heres another test..."

Sasuke waited for him to speak and when he did he almost broke Sakura's wrist when he squeezed it so hard.

"...You will protect Sakura. Shield her from harm's way. It'll prove that you are strong enough to protect someone close to you." Sasuke didn't respond. He just stared back at him. Why should Sakura be involved in this?!

The two children didn't a word after that. They were just too shocked that this was coming from their one-beloved Itachi.

"...Sasuke, You can awaken the same mangekyou sharingan as me. However there is a requirement." Sasuke waited for him to continue. He was determined to do anything to be up to par to Itachi. He was already plotting his revenge on his older brother. To achieve that, he had to get the same sharingan as him.

"...You must kill your closet friend." Sasuke practically jumped when he heard that. His closet friend was Sakura...and he told him to protect her. What this some kind of sick game? The words his brother have just said kept repeating in his head.

_You must kill your closet friend..._

"In order to become like me..." Upon hearing that Sasuke remembered when some men came to their home and questioned Itachi about Shisui Uchiha's death. It dawned on him that he could've actually killed him. It all made sense now.

"Nii-san...Did you kill Shisui-san?!"

"Thanks to him, I was able to obtain these eyes..." Sasuke gasped in shock and his grip on Sakura tightened once more. She winced in pain for the first time that night. She looked at her dear friend with deep worry. He was really getting to him.

"At the main temple of the Nakano Shrine...On the far right side, under the 7th tatami mat is the clan's secret meeting place. There you will find what purpose the doujutsu of the Uchiha clan orginally served...The real secret is written there."

Sakura watched Sasuke as he intently listened to the elder Uchiha. She had no idea what was going on. What did he mean by these 'eyes'? Whats the Nakano shrine? Shes heard about it a book, but she has really never bothered to visit it.

Her free hand made it to Sasuke's hand which is still gripping for dear life on her wrist. She was trying to comfort him. Soon she averted her eyes to Itachi and the fear immediately came back into her small, 7-year old body as she saw him start to speak once again.

"If you open your eyes to the truth..." She felt herself listening to him intently and watching him like a hawk if he was gonna move or not.

"Including myself, there will be three people who could handle the mangekyou sharingan. In that case..." He let out a small laugh. Which freaked them out even more than they should be.

"There would be a reason to let you two live...Right now." As he finished his foot moved an inch and it made the two innocent kids jump back and gasp in dread.

"Though...It would be worthless to kill the likes of you two right now...My foolish little brother...Sakura. If you want to kill me...Curse me...Hate me!" The tears started to come back to Sasuke and Sakura.

"And live a long and unsightly life...Run away, Run away...And cling to your pitiful lifes." He turned and now his back faced them. His finals words when he turned around with his new mangekyou was proudly shining in the moonlight glaring at them.

"...And Sasuke, someday, when you have that same eyes as me. Come before me." With that Sakura felt her head spin and her legs gave out. Everything faded out. Her eyes were closing and she took one last look at the teen she has looked up to for such a long time. He was gone now and she will never know why.

* * *

**Augh man this took me awhile to finish. Well I think this will be my best story because I'm gonna have to do a lot of research and thinking. (more than usual...Augh.)**

_**Notes-**_

**1. Itachi didn't know Sakura was gonna be there because as it says the story, Sasuke just found out minutes ago before he told Sakura about her sleeping at his house. Mikoto told the teachers just maybe an hour ago and Itachi didn't know about it since he wasnt home to have his mother tell him.**

**2. Sakura is Sasuke's closet friend and as you know he has to kill his closet friend to obtain the mangekyou sharingan. You will found next chapter what he will actually think about that.**

**3. If you read the manga, Sasuke doesnt faint like we all thought he did when Itachi gave him his parting words, but he actually goes after him and Itachi sheds him a tear. Remember!? Well Sakura is the only one to faint and she didn't know about Sasuke chasing him off. So both don't know about Itachi crying. (Yeah remember in the manga Sasuke completely forgets about it)**

**Thanks for reading! Leave a review! Reviews fuel my passion and inspiration to write more chapters and are greatly appreciated! :)**


	2. Aftermath

The cold air hit his face as he ran through the dense forest. He was running away from it. From the death of his own clan.

As he kept running his breath grew ragged and every intake was painful for the teen boy. His throat tightened tightly and he finally stopped at a tree and fell upon it. His shoulder slid down the rough texture and it cut small holes into his blood-stained shirt. The pain stinging his shoulder didn't bother him at all. Nothing could distract him from the growing pain in his heart.

Itachi slumped down to the floor with a soft, dull thud. His legs sprawled out and his arms reaching up to his face. The sword he had used to slaughter his clan with was way behind him. He dropped it on the way as he ran and didn't bother picking up the crimson-stained weapon.

His hand cloaked his shaking face. The bitter tears were already pouring. What he wanted now was one of his mother's comforting hugs. He just wanted to see her again. Same with his father. Same with everyone.

The hand covering his face became drenched in his own tears but that didn't stop him from his deaden sobs from escaping his trembling lips.

For moments, the teen Uchiha laid there thinking of what was to come. But behind all of that, his family appeared before him and his best friend, Shisui.

Just thinking of him and everyone else made him fall into hysterics. He gripped onto the tree next to him and cut his hand in the process. He couldn't even wince in pain. The sobs escaping his throat came out hoarse and muffled, but they were loud still.

Finally he found himself and regained his composure, but barely. Itachi laid against the tree like his was physically injured. But he actually was injured. It just didn't show on the outside like a physical wound.

The boy tried to even his deep and ragged breathing by closing his swollen and red eyes. As his eyes were shut, pictures of what had just occurred flashed in his mind.

It was like he was trapped. He didn't have the will and strength to open his eyes and escape the horrific pictures. The pictures of all the Uchiha men and women falling due to his attacks. All of their final breaths and pleads. All of their defensive attacks, which all failed miserably.

Suddenly the image of Sasuke and Sakura flashed into his hysterical mind. He clearly remembered their distraught expressions and the way they begged him to tell him why he did all _this_. Their widened and fear-filled eyes swallowing half of their pale faces. He was still confused to now why Sakura came with his little brother to their home. No one had told him that she was coming over the night he planned to finish his mission. She was so innocent to have seen of all that. She wasnt even part of it until now.

Itachi snapped his eyes open and he intaked deep breaths of air. It was like he just awoken from a nightmare. His brow was cold with sweat and his chest moved up and down in a fast, unsettling pace. But sadly, this was a real-life nightmare and Itachi was living it.

* * *

_"Nii-san! Nii-san!" The young boy yelled as he ran to his older brother with open arms. Sasuke hugged the front of the teen's waist and smiled into his stomach. He smiled in return and gently rested his hands upon the boys back. _

_"Nii-san! Sakura is here. Can you play with us?" _

_As he finished his sentence, Itachi's onyx eyes widened a fraction in shock. He received a rather hard hug from behind and it made him move forward a little towards Sasuke. His hands automatically shot behind him and he met a fluffy and silky feel. He heard a muffled giggle. Well felt it too. The small girl clinging to his back was giggling into his back and smirked down at her, even if she didn't see it._

_"Itachi-nii!" Sakura said through his shirt and she looked up to meet his amused gaze. The two kids embracing the teen hugged tighter and he let out a silent grunt from the sudden pressure. Eyes met his as citizens walked by and awed at the adorable display He placed a hand on both of their heads softly and heard them both giggle quietly._

_"Okay. If you keep hugging me, you'll suffocate me." They both let go with huge smiles adorning their faces as they heard his. Sakura crossed her hands behind her back and grinned at Sasuke, who was already looking at her with a suspicious smirk on his small, round face. Itachi raised an eyebrow at the children below him._

_Sasuke grabbed the hem of Itachi's navy shirt and pulled it as he walked towards the shop in the corner of the crowded street. Sakura ran in front of them and was humming a song loudly on the way. Itachi gazed at them in complete confusion. Why in the world were they taking him to a shop? They don't even have money to purchase anything._

_"Why are we going to the shop?"_

_"Your gonna buy us some dangos and onigiris, Itachi-nii." Sakura replied more casually than Itachi expected. It was more like a fact than a query. Also how'd they know he had enough money on him. He usually didn't care a lot on him since he thought it was a hassle to keep so much with him._

_Itachi sighed and followed their lead. He could never say no to them. Even if their request was the most ridiculous thing he has heard in his life. He would still fulfill it._

* * *

_Sakura was in complete joy when a tray full of multiple onigiris and dangos were situated right in front of her hungry eyes. As soon as the tray landed on the table, her hand shot out to grab at least 3 or more of the delectable treats. Sadly she was smacked lightly on the top of her small hand by Sasuke. She looked over with betrayal at him._

_"Sasuke, what are you doing?"_

_"Shhh Sakura. Remember the plan? The one with Nii-san and..." He trailed off when he looked over at his brother and caught him staring at them with an amused and noticable smirk. He crossed his arms and watched the two children across the table from him his smirk growing wider. Sasuke immediately put his hands behind his back and smiled at him nervously._

_"Hi Nii-san..." Sakura couldn't help but giggle beside Sasuke. Itachi chuckled and picked up a dango from the tray and as he did Sasuke elbowed Sakura and she looked over at him with confusion._

_In a hushed whisper she talked to Sasuke. "What is it Sasuke? Cant I have one?" The young Uchiha shook his head and behind his raised hand he replied to the pink-haired girl. _

_"The plan is to see how many dangos nii-san will eat. Remember Kaa-chan said Nii-san has a sweet tooth? I wanna see if he had one or not."_

_Sakura grinned and nodded. Sasuke returned to his original sitting position and they both watched the ninja in front of them devour the dangos. Itachi stopped and saw that they were staring at him. Sakura grinned at him reassuringly and waved at him to continue. He raised a brow at them suspiciously and crossed his arms._

_Sakura couldn't help but laugh loudly out loud. She fell back giggling and Sasuke looked over at her with widened eyes. Soon enough he started letting out a couple of giggles as well. _

_The young girl laid on the floor with tears welling in her eyes from laughing too much. She gripped onto Sasuke's navy shirt and tugged it. He gave her a small smirk and crossed his arms just like his older brother was doing. She realized she loved the times they had together even if they didn't have much time together._

_..._

* * *

With a loud gasp, Sakura sat up from her bed. She felt the cold sweat on her brow as she was trying to calm herself down. Her chest heaved with every intake of air. She looked around and was completely confused.

She wasnt at her home but in a hospital room.

Sakura remembered what they looked like because that was where her father was the day he died. In a room like she was in.

When she realized that she freaked out. She thought she was gonna die she like her beloved father. She jumped out of her bed and tripped on the blankets on the way. She fell hard onto the floor and she started tearing up.

_'No...No I don't wanna die...'_ Sakura started crying loudly and nurses must've heard the commotion because a couple of them ran in to aid her. She looked up to meet the worried gazes of two women knelt down towards her.

Finally, they stood her up and sat her down on the bed. Just then her mother ran in.

"Aa! Sakura!"

"K-Kaa-chan..."

Mebuki scooped her daughter up in her arms and embraced her tightly. This only made Sakura cry harder into her mother's shoudler. The Haruno women hushed and said soothing words into her ear as Sakura gripped onto the back of her shirt.

"Kaa-chan...Mikoto-chan, Fugaku-san are gone." Mebuki's eyes narrowed at that.

She learned everything last night when a fellow worker of hers ran in telling everyone the Uchiha clan was no more. That they've all been murdered. When she heard that she remembered her own daughter was at Mikoto Uchiha's home and she practically started sobbing in the middle of her workplace and in front of everyone.

When the news got out and more details came out, she heard that only two people survived. She was praying to Kami that one of the survivors was her daughter. When she heard her daughter was at the hospital with her friend Sasuke, she ran out of her workplace and to the hospital.

"...Itachi-ni...H-He..." Sakura stopped and cried more into Mebuki's work shirt. She already knew Itachi did it. She couldn't believe it either.

When she was waiting in the hospital, A nurse told her everything. That Itachi eradicated his whole family and the Uchiha clan. Yet she was still at wonder why he let Sasuke and Sakura live. She was forever grateful though. But that fact that her dear friend was murdered was worse. Mikoto has grown close to her since Sakura befriended Sasuke and Itachi.

"H-He did it Kaa-chan...Itachi-ni-"

"Shhh. Sakura Its alright. Lets go see Sasuke-kun, 'lright?" With the nurse's permission to take Sakura to Sasuke, Mebuki left to his room down the hall.

The two Harunos walked in and sat down next to the bed. There was a huge hump on the mattress, indicating he was there. Mebuki sat down her pink-haired child to the floor and watched as the little girl walked without hesitation to Sasuke's bed side. Sakura looked down towards the lump in the blanket with lingering tears in her eyes.

Her hand shot up and leaned towards the top of the blanket. As she pulled it away, she gasped in pure shock and surprise.

Sasuke wasnt there!

What replaced him was a pile of pillows. She pushed the pillows off, hopefully seeing Sasuke huddled underneath them, but sadly there was nothing. Mebuki noticed that too and a gasp of shock escaped her lips. Her hand was making its way towards Sakura's frozen shoulder. But once her finger laid on her the pink-haired girl dashed out of the room, hitting her mother on the way.

"Sakura!" Mebuki yelled as she ran in suit, but stopped when Sakura was already turning a corner. The blonde felt her chest tighten as she started fast-walking to where Sakura was heading. She was heading towards the exit.

* * *

She was running towards the Uchiha compound. Tears fell down her face as she was sprinting through the streets of Konoha. She hit multiple people on the way but didn't bother apologizing.

Finally, after running for what seemed to be hours, Sakura made it the compound. She stopped right at the gate and looked inside. Maybe it was just a nightmare. Maybe she hit her head and was in the hospital. Though she knew it wasnt. The memories were still fresh in her young mind and she was for sure that it would haunt her the rest of her life.

Nothing would be the same from now on.

That was all because of Itachi.

She cut herself off from her dreaded thoughts and dashed inside. It was raining too, which resulted in her slipping a couple of times. When she finally made it to Sasuke's and Itachi's home she was drenched and cold. Though that didn't matter. All that mattered was to find Sasuke.

Sakura walked inside and looked everywhere. Through the kitchen and everywhere. The search was endless and all it did was bring back memories of when she came over; even if was only 3 times.

The deeper she got in the house, the more she wanted to curl up in a ball and cry. And she did. She fell to her knees when she reach the garden. Sliding to her knees in a knelt position, Sakura started crying silently.

When she heard something behind her, she turned around and her swollen and red eyes met clouded eyes staring at her. Sasuke was behind her and just standing there ominously with a stotic face on his own. Something that Sakura wasnt use to.

She got up and looked at him while wiping her tears and rain from her face. The girl walked towards him and her hand was held out to.

"Sasuke. Are you okay?"

She got nothing for a response, but just a cold stare. Sasuke lowered his eyes to the garden behind Sakura. She noticed how dark his eyes were in something she couldn't identify. They were unusually dark and unlively.

The two stood there for a while until Sasuke spoke in an odd tone. Well for Sakura it was odd.

It was strained and you could tell it was forced out. In a way it was a cold tenor that sent shivers down Sakura's back.

"Sakura we cant be friends anymore."

Said girl was surprised about how bluntly he told her. It was like it was a casual thing to say. And right to her face too. Her eyes welled up in tears as her fist clenched tightly. Why would he break their friendship right when they needed eachother the most?!

"S-Sasuke what do you mean?!"

"We can't be friends anymore."

"I-I...Why would you say that?!"

"...It's for the best. This way you'll be safer from me and Itachi."

_Itachi._

Sakura tensed up from that name and she also noted that he didn't use the proper suffix for his older brother. She stared back at him with a glare.

"We can be safer together!" The first frustrated tear fell from her doe-like eye as she yelled at him. She couldn't believe what she was hearing.

"No we can't Sakura. Why don't you understand that?" He said in a stotic tenor. His onyx eyes were piercing her emerald ones with an unusual intensity.

When he didn't get a reply, the young and remaining Uchiha turned around towards the exit of his old home. Without a look or glance over his shoulder, he spoke softly to Sakura-

"Goodbye Sakura."

When he made it outside he was relieved to not hear her stomping and chasing after him.

He started walking away through the rain. His eyes didnt waver to anything but the stone floor below him.

_'She wouldn't understand...'_

Sasuke kept repeating to himself that. He was trying to keep the guilt from setting in. But it didn't help unfortunately.

* * *

_Three Days Later..._

"Oi Sakura!"

Said girl looked up. Ino was looking down on her as she sat in the field.

"What is it?"

"Wanna watch the sparring?"

Sakura nodded immediately. She got up and followed her blonde-haired friend to the academy.

Sakura has been ineterested in fighting more than ever. She has been training ever since she was granted permission from the hospital that it was fine. Shes been training because it took her away from the world and this world was the number 1 thing she dreaded.

Ino and Sakura made to the academy and pushed their way through the crowd of kids their age. They made their to the front and watched as their teacher, Iruka, took out his clipboard.

"Okay kids. We have Naruto Uzumaki-"

"Yeah!" A loud voice interrupted the teacher and the source of the voice ran out onto the empty field. Sakura watched with curious eyes. Shes never seen this boy before. He must've just got transferred into her class.

His bright-blonde, spiked hair was probably noticable from miles away. He had tan skin and three whiskers on both of his round cheeks. The boy's eyes were big and a very bright-blue. He had a huge grin adorning his features.

"I'm gonna kill whoever comes against me!"

Sakura heard Ino groan in disgust beside her. She turned towards her friend and saw that she was frowning towards the boy in the arena.

"Whats wrong Ino?"

"Naruto is whats wrong! He's so full of himself."

Sakura was about to say something, but her teacher said something.

"Anyways...Who we have against Naruto is Sasuke Uchiha."

Sakura's eyes bugged out. She hasn't been close to Sasuke since three days ago at the Uchiha compound. They havent made eye contact since. She watched as her old and still best friend walked out with his hands in his pockets.

Her eyes saddened drastically when he looked completely robotic.

He had no smile whatsoever. Just a line of nothing was on his lips. His eyes said nothing. Nothing but pure rage and hate filled the onyx orbs.

Sasuke made it to the end of the field and Sakura nearly had to cover her ears when a huge roar of screams and chants came from his fangirls, including the girl next to her. Ino would always tell Sakura that she was extremely lucky to have Sasuke as her best friend.

He, of course, ignored the girls and looked straight into Naruto's eyes. Iruka nodded in acknowledgment when he looked at the two boys.

"Okay when I say go you start...Go!"

Upon hearing that, Naruto roared out and charged at Sasuke recklessly. Sakura watched Sasuke as he stood there and did nothing but just stare at the boy charging towards him with clenched fists raised.

In just a second when Naruto reached Sasuke, a cloud of dust cloaked them. When it drifted away every silenced and saw Sasuke pinning Naruto down with his fist raised in front of the blonde's face. Fear was written all over the tan face of his and it was very noticable.

"Game set! Sasuke Uchiha wins."

The girl watched with a perplexed expression.

_'When did he move...?' _She thought when she just stared at the Uchiha. He was never that swift before. He must've trained too. But its only been 3 days, how did he get so fast? This made Sakura spiral into confusion.

Sasuke got off the boy and turned to the screaming crowd of fangirls and amazed boys. His eyes roamed them but he finally reached Sakura. He was relieved to see her looking down on the ground with a deep-in-thought expression on her face.

* * *

**Whoo! This chapter was just the after math in their early years. Next chapter is a time-skip and they'll be 12-13 years old, and Kakashi will be introduced next chapter! Also Naruto will be a bigger character from now on. :)**

**Also Itachi will always have parts in all chapters!**

**Im sorry this chapter was shorter than the last... I'll make it longer next time :)**

**Reviews make me want to continue writing and the fuel my inspiration! Also they are greatly appreciated! :)))**


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